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II SÉRIE — NÚMERO 29

shall be allocated —after making provision for reserves— to surplus and what part, if any, shall be distributed.

2 — The distribution referred to in the preceding paragraph shall be made in proportion to the number of shares held by each member.

3 — Payments shall be made in such manner and in such currency as the Board of Governors shall determine.

CHAPTER VI

Withdrawal and suspension of members;

temporary suspension and termination of operations of the Bank

Article 43 Withdrawal

1 — Any member may withdraw from the Bank at any time by transmitting a notice in writing to the Bank at its principal office

2 — Withdrawal by a member shall become effective on the date specified in its notice, but in no event less than six months after the date that notice has been received by the Bank.

Article 44 Suspension

1 — If it appears to the Board of Directors that a member fails to fulfil any of its obligations to the Bank, that member shall be suspended by that Board by a majority of the directors exercising a majority of the total voting power, including, in the case of a regional member, a majority of the total votes of regional members, and in the case of a non-regional member, a majority of the total votes of non-regional members. The decision to suspend a member shall be subject to review by the Board of Governors at a subsequent meeting which the Board of Directors shall convene for that purpose or the next Annual Meeting of the Board of Governors, whichever comes earlier, and the Board of Governors may decide to reverse the suspension by the same majorities as provided above.

2 — A member so suspended shall automatically cease to be a member of the Bank one year from the date of suspension unless a decision is taken by the Board of Governors by the same majority to restore the member to good standing.

3 — While under suspension, a member shall not be entiled to exercise any rights under this Agreement, except the right of withdrawal, but shall remain subject to all obligations.

Article 45

Settlement of accounts

1 — After the date on which a State ceases to be a member (hereinafter in this article called the «ter-mination date»), the member shall remain liable for its direct obligations to the Bank and for its contingent liabilities to the Bank so long as any part of the loans or guarantees contracted before the termination date is outstanding, but it shall cease to incur

liabilities with respect to loans and guarantees entered into thereafter by the Bank and to share either in the income or the expenses of the Bank.

2 — At the time a State ceases to be a member, the Bank shall arrange for the repurchase of its shares as a part of the settlement of accounts with that State in accordance with the provisions of paragraphs 3 and 4 of this article. For this purpose, the repurchase price of the shares shall be the value shown by the books of the Bank on the termination date.

3 — The payment for shares repurchased by the Bank under this article shall be governed by the following conditions:

a) Any amount due to the State concerned for

its shares shall be withheld so long as that State, its central bank or any of its agencies remains liable, as borrower or guarantor, to the Bank and such amount may, at the option of the Bank, be applied on any such liability as it matures. No amount shall be withheld on account of the liability of the State resulting from its subscription for shares in accordance with paragraph 4 of article 7 of this Agreement. In any event, no amount due to a member for its shares shall be paid until six months after the termination date;

b) Payments for shares may be made from time

to time, upon their surrender by the Government of the State concerned, to the extent by which the amount due as the repurchase price in accordance with paragraph 2 of this article exceeds the aggregate amount of liabilities on loans and guarantees referred to in sub-paragraph a) of this paragraph until the former member has received the full repurchase price;

c) Payments shall be made in the currency of

the State receiving payment or, if such currency is not available, in gold or convertible currency;

d) If losses are sustained by the Bank on any

guarantees or loans which were outstanding on the termination date and the amount of such losses exceeds the amount of the reserve provided against losses on that date, the State concerned shall pay, upon demand, the amount by which the repurchase price of its shares whould have been reduced, if the losses had been taken into account when the repurchase price was determined. In addition, the former member shall remain liable on any call for unpaid subscriptions in accordance with paragmph 4 of article 7 of this Agreement, to the extent that it would have been required to respond if the impairment of capital had occurred and the call had been made at the time the repurchase price of its shares was determined.

4 — If the Bank terminates its operations pursuant to article 47 of this Agreement within six months of the termination date, all rights of the State concerned shall be determined in accordance with the provisions of its articles 47 to 49.